William Phelan
Soluna HoldingsAbout William P. Phelan
William P. Phelan (age 69) is an independent director of Soluna Holdings, Inc. (SLNH), serving on the Board since December 2004; he has been Lead Independent Director since April 2023 and previously served as Chairman (Jan 2022–Apr 30, 2023) . A CPA by training, Phelan is co‑founder/CEO of Bright Hub, Inc. and has deep finance and technology operating experience; education includes a B.A. in Accounting and Finance (Siena College) and an M.S. in Taxation (City College of New York) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Soluna Holdings, Inc. | Lead Independent Director; former Chairman of the Board | Lead Independent Director since Apr 2023; Chairman Jan 2022–Apr 30, 2023 | Board leadership; independent oversight; chaired Executive Committee |
| Soluna Computing, Inc. (subsidiary) | Interim CEO & President; Interim Vice President | Mar 2020–Nov 2020 (Interim CEO/President); Nov 2020–Mar 2021 (Interim VP) | Stabilization/transition leadership |
| Bright Hub, Inc. | Co‑Founder & Chief Executive Officer | Not disclosed (current) | Software leadership |
| OneMade, Inc. | Founder & Chief Executive Officer | May 1999–May 2004 (including a year post-sale under AOL) | Built and exited e‑commerce marketplace |
| Fleet Equity Partners; Cowen & Co. LLC; First Albany Corporation; UHY Advisors, Inc. | Various senior finance roles | Not disclosed | Capital markets and advisory |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MVP Healthcare, Inc. | Board of Trustees; Finance Committee member; Executive Committee member; Investment Committee Chair; Compensation Committee Chair | Not disclosed | Multiple committee leadership roles |
| Paradigm Funds (fund family) | Board of Trustees; Audit Committee Chair | Not disclosed | Audit oversight |
Board Governance
- Independence: The Board determined Phelan is an “independent director” under Nasdaq rules .
- Committee assignments and chair roles (2025 proxy):
- Compensation Committee: Chair (members: Phelan (Chair), Hazelip, Bottomley) .
- Audit Committee: Member (Chair: Marusak; members include Phelan) .
- Executive Committee: Chairman (members: Phelan (Chairman), Bottomley, Lipman, Toporek) .
- Nominating & Corporate Governance Committee: Not a member (Hirshfield (Chair), Hazelip, Marusak) .
- Lead Independent Director: Phelan currently serves as Lead Independent Director .
- Attendance and engagement: The Board met 26 times in 2024; each director attended at least 75% of Board and applicable committee meetings. The Executive Committee met 19 times in 2024 .
- Executive sessions: Outside directors hold periodic executive sessions without management .
Fixed Compensation (Director 2024)
| Component | Policy | Phelan Cash Received (2024) |
|---|---|---|
| Annual Board retainer | $20,000 per non‑employee director | $20,000 |
| Committee Chair fee | $15,000 for Audit or Compensation Chair | $15,000 (Compensation Chair) |
| Lead Independent Director fee | $10,000 | $10,000 |
| Executive Committee member fee | $15,000 | $15,000 |
| Total Cash | $60,000 |
Notes: Directors who are employees are not paid Board fees. No changes for 2024 versus prior policy .
Performance Compensation (Director Equity 2024)
| Grant Date | Instrument | Shares | Vesting / Notes | ASC 718 Fair Value (Total 2024) |
|---|---|---|---|---|
| Apr 15, 2024 | Common Stock (RSA) | 47,059 | Director equity grant | |
| Apr 15, 2024 | 9.0% Series A Cumulative Perpetual Preferred Stock (restricted) | 185,421 | Director equity grant | |
| Jun 1, 2024 | Common Stock (RSA) | 6,852 | Periodic grant | |
| Sep 1, 2024 | Common Stock (RSA) | 52,845 | Periodic grant | |
| Dec 1, 2024 | Common Stock (RSA) | 49,315 | Periodic grant | |
| 2024 Total | Stock Awards | — | No stock options granted to directors in 2024 | $929,519 |
Vesting mechanics/other:
- Several director and officer restricted stock awards are structured to vest 100% upon the reporting person’s separation from the Company (see Ownership section for Phelan’s unvested RSAs) .
- Company has an anti‑hedging policy for all personnel and a clawback policy covering incentive compensation tied to financial reporting measures .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Public company directorships | None disclosed for Phelan in the proxy . |
| Potential interlocks/related parties | Related‑party transactions highlighted affiliations among HEL, Brookstone‑related parties, and certain directors (Toporek, Lipman, Belizaire, Bottomley) with independent committee oversight; Phelan is not identified as affiliated with HEL or these transactions . |
Expertise & Qualifications
- CPA; B.A. in Accounting & Finance (Siena College); M.S. in Taxation (City College of New York) .
- Leadership in software/commerce (Bright Hub; OneMade) and extensive capital markets/finance background (Fleet Equity Partners, Cowen, First Albany, UHY Advisors) .
- Significant governance experience across multiple committees; currently Lead Independent Director and Chair of the Compensation Committee .
Equity Ownership
Beneficial ownership and award composition over time:
| As-of Date | Total Beneficial Ownership (Common) | Percent of Class | Options (Exercisable) | RSAs/Restricted Awards (Unvested) | Notes |
|---|---|---|---|---|---|
| Oct 15, 2024 | 119,370 | 1.5% | 250 | 106,756 (vest 100% on separation) | Based on 8,014,058 shares O/S |
| Jun 30, 2025 | 268,772 | 1.4% | 250 | 255,186 (vest 100% on separation) | Based on 19,055,122 shares O/S |
| Sep 29, 2025 | 402,332 | <1% (starred in filing) | 250 | 388,746 (vest 100% on separation) | Based on 64,051,790 shares O/S |
Policy/Guidelines:
- Director stock ownership guidelines: Not disclosed. Anti‑hedging policy in place; pledging policy not specified .
Insider Trades and Awards (2024–2025)
Selected recent Form 4 activity for Phelan at SLNH:
- Equity awards (Common): 47,059 (Apr 15, 2024), 6,852 (Jun 1, 2024), 48,769 + 4,076 (Sep 1, 2024), 49,315 (Dec 1, 2024), 99,115 (Jun 1, 2025), 133,560 (Sep 1, 2025). Post‑transaction holdings updated in each filing (e.g., 169,408 as of Dec 1, 2024; 268,523 as of Jun 1, 2025; 402,083 as of Sep 1, 2025). Sources: https://www.sec.gov/Archives/edgar/data/64463/000149315224015104/0001493152-24-015104-index.htm, https://www.sec.gov/Archives/edgar/data/64463/000149315224022847/0001493152-24-022847-index.htm, https://www.sec.gov/Archives/edgar/data/64463/000149315224035064/0001493152-24-035064-index.htm, https://www.sec.gov/Archives/edgar/data/64463/000149315224048560/0001493152-24-048560-index.htm, https://www.sec.gov/Archives/edgar/data/64463/000164117225013461/0001641172-25-013461-index.htm, https://www.sec.gov/Archives/edgar/data/64463/000164117225026267/0001641172-25-026267-index.htm
- Series A Preferred sales: 10,000 shares at $2.98 (Jun 10, 2025) and 3,350 at $2.80 (Jun 11, 2025). Post‑sale preferred holdings: 175,421 then 172,071. Source: https://www.sec.gov/Archives/edgar/data/64463/000164117225014828/0001641172-25-014828-index.htm
- Option activity: Returns to issuer of certain stock options recorded on Apr 15, 2024 (1,064 at $188 and 4,688 at $23.75). Source: https://www.sec.gov/Archives/edgar/data/64463/000149315224015104/0001493152-24-015104-index.htm
Governance Assessment
Key positives
- Independence and leadership: Phelan is Lead Independent Director, chairs Compensation, and chairs the Executive Committee—positions enabling significant independent oversight and Board process discipline .
- Active engagement: Board met 26 times; Executive Committee met 19 times in 2024; each director attended at least 75%—a high cadence for a small-cap issuer .
Potential investor-alignment concerns
- RED FLAG: Large equity awards with atypical vesting trigger. A material portion of Phelan’s (and other directors’/officers’) restricted stock awards vests 100% upon separation, which can create misalignment with long-term TSR and retention incentives if not carefully calibrated .
- RED FLAG: Pay-for-performance optics. Under Phelan’s Compensation Committee chairmanship, 2024 “compensation actually paid” rose sharply (PEO +532% to ~$2.39M; average non‑PEO NEOs +2,234% to ~$7.38M) while TSR fell to 53 (on a $100 basis) and net loss increased to $(58.3) million; this may draw scrutiny to award calibration and performance linkage .
- Capital structure dilution risk: Proxies emphasize significant equity usage (plan capacity increases) and additional authorized shares; while not a director‑specific issue, it heightens sensitivity to director equity grant levels and performance conditions .
Related‑party/Conflicts
- No HEL/Brookstone related‑party affiliations are attributed to Phelan; transactions with HEL and Brookstone‑affiliated parties were reviewed by an independent committee and approved by the full Board .
Controls & policies
- Clawback policy adopted for incentive compensation tied to financial reporting measures .
- Anti‑hedging policy applies to directors and employees .
- Audit Committee chaired by an audit committee financial expert (Marusak), with Phelan as a member .
Overall implication: Phelan brings seasoned finance and governance leadership and is structurally independent. The primary watch‑items for investors are the substantial director/exec equity awards—including separation‑vesting RSAs—and 2024 pay-versus-performance optics; continued transparency on performance criteria and tighter alignment to long-term TSR would help mitigate concerns .